In the Matter ofMALDEN TRUST COMPANYMALDEN, MASSACHUSETTS
(Insured State Nonmember Bank)ORDER TO CEASE AND DESIST

Malden Trust Company, Malden, Massachusetts ("Bank"), having been advised of its right to a Notice of Charges and of Hearing detailing the unsafe or unsound banking practices and violations of law and/or regulations alleged to have been committed by the Bank and of its right to a hearing on such alleged charges under section 8(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b)(1), and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT") with counsel for the Federal Deposit Insurance Corporation ("FDIC"), dated August 13, 1991, whereby solely for the purpose of this proceeding and without admitting or denying any unsafe or unsound banking practices or violations of law and/or regulations, the Bank consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
The FDIC considered the matter and determined that it had reason to believe that the Bank had engaged in unsafe or unsound banking practices and had violated laws and/or regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST

IT IS HEREBY ORDERED, that the Bank (and its institution-affiliated parties, as that term is defined in section 3(u) of the Act, 12 U.S.C. section 1813(u), to the extent such parties may be subject to this ORDER pursuant to the Act), cease and desist from the following unsafe or unsound banking practices and violations of law and/or regulations:
(a) operating with an excessive volume of adversely classified items;
(b) engaging in hazardous lending and lax collection practices, including maintaining an excessive volume of adversely classified loans;
(c) operating with inadequate capital for the kind and quality of assets held;
(d) engaging in violations of certain lending laws and regulations;
(e) engaging in management policies and practices which are detrimental to the Bank;
(f) engaging in practices which produce inadequate operating income;
(g) failing to provide adequate supervision and direction over the affairs of the Bank to prevent unsafe or unsound practices and violations of law and/or regulations;
(h) paying excessive cash dividends in relation to the Bank's net income and/or capital position;
(i) operating with an inadequate allowance for loan and lease losses for the volume, kind and quality of loans held;
(j) operating with inadequate liquidity and with an excessive amount of volatile liabilities funding long-term assets;
(k) failing to adequately diversify investment of the bank's assets, in that the Bank made excessive extensions of credit to certain borrowers.
IT IS FURTHER ORDERED, that the Bank (and its institution-affiliated parties, to the extent that such parties may be subject to this ORDER pursuant to the Act) take affirmative action as set forth below. However, the purposes of enforcement of this ORDER by the FDIC pursuant to section 8(i) of the Act, 12 U.S.C. section 1818(i), the Bank (and to the extent institution-affiliated parties may be subject to this ORDER pursuant to the Act, its institution-affiliated parties) will not be deemed to have engaged in any unsafe or unsound banking practice or violation of law and/or regula-
{{11-30-91 p.C-1409}}tion described in any of the above provisions, except to the extent the Bank is not in compliance with the following provisions:

[.1] 1. (a) Within one hundred twenty (120) days from the effective date of this ORDER, the Bank shall have and retain qualified management. Each member of management shall gave qualifications and experience commensurate with his or her duties and responsibilities at the bank. At a minimum, such management shall include a chief executive officer and a senior lending officer, who is view of the bank's current condition, have the ability to upgrade a low quality loan portfolio, and ensure that cited deficiencies in the FDIC's Report of Examination dated October 9, 1990 are corrected. Such persons shall be provided the necessary written authority to implement the provisions of this ORDER. The qualifications of management shall be assessed on its ability to:

(i) comply with the requirements of this ORDER.
(ii) operate the Bank in a safe and sound manner.
(iii) comply with applicable laws and regulations, and
(iv) restore all aspects of the Bank to a safe and sound condition, including asset quality, capital adequacy, earnings, management effectiveness and liquidity.

During the life of this ORDER, the Bank shall notify the Regional Director of the FDIC's Boston Regional Office ("Regional Director") and the Commissioner of Banks ("Commissioner") in writing of any changes in management at the level of vice president or above. The notification must include the names and background of any replacement personnel and must be provided prior to the individual's assuming the new position.

[.2] (b) In order to have acceptable management, within sixty (60) days from the effective date of this ORDER, the Board of Directors shall develop, or cause to be developed, under its supervision, a written analysis and assessment of the Bank's management and staffing needs ("management plan"), which shall include, at a minimum:

(i) identification of both the type and number of officer positions needed to manage and supervise properly the affairs of the Bank;
(ii) identification and establishment of such Bank committees as are needed to provide guidance and oversight to active management;
(iii) evaluation of each Bank officer at the level of vice president and above, and key staff members to determine whether these individuals possess the ability, experience and other qualifications required to perform present and anticipated duties, including adherence to the Bank's established policies and practices, and maintenance of the Bank in a safe and sound condition; and
(iv) a plan of action to recruit and hire any additional or replacement personnel with the requisite ability, experience and other qualifications, which the Board of Directors determines are necessary to fill Bank officer or staff member positions consistent with the Board's analysis, evaluation and assessment as provided in paragraph 1(b)(i) and 1(b)(iii) of this ORDER. Particular attention should be given to the employment of an additional, full-time collection/workout specialist.

(c) The written management plan shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written management plan, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written management plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner (or statement that such comments will not be forthcoming) within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall im-
{{11-30-91 p.C-1410}}plement and follow the written management plan and/or any subsequent modification thereto.

[.3] (d) (i) The written management plan shall also include the requirement that the Board of Directors of the Bank, or a committee thereof consisting of not less than a majority of Board members who are independent with respect to the Bank, provide supervision over lending, investment and operating policies of the bank sufficient to ensure that the Bank complies with the provisions of this ORDER.

(ii) At the next meeting at which Bank directors are to be elected, the members of the Board of Directors shall nominate and support the election of candidates to the Board of Directors who are independent with respect to the Bank, in such number as is necessary to cause a majority of the Board of Directors to be and to remain independent with respect to the Bank. Nothing contained in the preceding sentence shall preclude the nomination of and support of present Board members as long as, following the election of such members, a majority of the Board of Directors will be and remain independent with respect to the Bank.
(iii) For purposes of this ORDER, an individual who is "independent with respect to the Bank" shall be any individual (1) who is not an officer of the Bank or any of its affiliated organizations, (2) who is not related by blood, marriage or common financial interest to an officer of the Bank, and (3) who is not indebted to the Bank, directly or indirectly (including the indebtedness of any entity in which the individual has a substantial financial interest), in an amount exceeding five (5.0) percent of the Bank's total equity capital and allowance for loan and lease losses.

(e) The Bank's Board of Directors shall meet at least monthly. Management shall prepare in advance and the Board of Directors shall follow a detailed written agenda at each meeting, which shall include consideration of actions of any committees. A chronological file of all written agendas shall be maintained. Notwithstanding the foregoing, the Board shall not be precluded from considering matters other than those contained in the agenda. Detailed written minutes of all Board meetings shall be maintained and recorded on a timely basis.

[.4] 2. (a) Within ten (10) days from the effective date of this ORDER, the Bank shall increase its allowance for loan and lease losses ("Reserve") existing as of September 30, 1990 by $9,000,000 at a minimum.
(b) Immediately after complying with paragraph 2(a), the Bank: (1) shall eliminate from its books, by charge-off or collection, all assets of portions of assets classified "Loss" in the October 9, 1990 FDIC Report of Examination ("Examination"); and (2) shall eliminate from its books by charge-off or collection, fifty (50.0) percent of those assets or portions of assets classified "Doubtful" in the Examination, which have not been previously collected or charged off. Reduction of these assets through use of proceeds of loans made by the Bank, other than loans to qualified third party borrowers, does not constitute "collection" or "elimination" for the purpose of this paragraph.
(c) Thereafter, the Bank shall maintain its Reserve in accordance with the prevailing requirements of the Instructions for the Reports of Condition and Income ("Instructions"). Toward this end, within ninety (90) days from the effective date of this ORDER, the Bank's Board of Directors shall establish a comprehensive policy for determining the adequacy of the Bank's Reserve. The policy shall provide for a review of the Reserve at least once each calendar quarter. The review should focus on the results of the Bank's internal loan review, loan loss experience, trends of delinquent and non-accrual loans, an estimate of potential loss exposure on significant credits, concentrations of credit, and present and prospective economic conditions. Review of other real estate and exposure therein shall be undertaken along the same lines as the aforementioned loan portfolio review. The adequacy of the Reserve in relation to the loss potential in the loan portfolio will be reviewed by the Board of Directors and adjustments to the Reserve will be made accordingly. Details of these reviews will be incorporated into the minutes of the Board of Directors, including the methodology used to determine the adjustments made.
(d) Reports of Condition and Income
{{11-30-91 p.C-1411}}required to be submitted by the Bank as of each Report date, as that term is used in the Instructions, between and including September 30, 1990 and the effective date of this ORDER, shall, at a minimum, reflect a Reserve that should have been maintained in accordance with the Instructions. If necessary to comply with this paragraph 2(d) the Bank shall file amended Reports of Condition and Income within ten (10) days from the effective date of this ORDER.
(e) Prior to the submission of any Report of Condition or Report of Income required to be filed by the Bank after the effective date of this ORDER, the Board of Directors of the Bank shall: (1) review the adequacy of the Bank's Reserve, (2) provide for an adequate Reserve, and (3) accurately report the Reserve in any such Report of Condition and Income. The minutes of the Board meeting at which such review is undertaken shall indicate the results of the review, including any increases in the Reserve, and the basis for determining the amount of allowance provided.

[.5] 3. (a) (i) By December 31, 1991, the Bank shall have Tier 1 Capital of at least three (3.0) percent of its total assets ("tier 1 leverage capital ratio") and shall maintain such level of capital until June 30, 1992. By June 30, 1992, the Bank shall have a Tier 1 leverage capital ratio of at least three and three fourths (3.75) percent and shall maintain such level of capital until December 31, 1992. By December 31, 1992, the Bank shall have a Tier 1 leverage capital ratio of at least four and one-half (4.5) percent and shall maintain such level of capital until June 30, 1993. By June 30, 1993, the Bank shall have a Tier 1 leverage capital ratio of at least five (5.0) percent and shall maintain such level of capital until December 31, 1993. By December 31, 1993, the Bank shall have a Tier 1 leverage capital ratio of at least six (6.0) percent and shall maintain such level of capital while this ORDER is in effect. The Bank's Tier 1 leverage capital ratio shall not fall below two (2.0) percent while this ORDER is in effect. Toward this end, the Bank shall develop a Capital Plan which will be submitted to the Regional Director and the Commissioner for approval within ninety (90) days from the effective date of this ORDER. The Capital Plan should address both internal and external sources of capital augmentation, including capital infusions, retention of earnings, restrictions of asset growth and asset sales.

(ii) For purposes of this ORDER, the terms "Tier 1 capital" and "total assets" shall have the meanings ascribed to them in the revised Part 325 of the FDIC's Rules and Regulations, 12 C.F.R. Part 325, which became effective April 10, 1991.

(b) In calculating the Bank's Tier 1 leverage capital ratio under paragraph 3(a) initially, the Bank shall first comply fully with paragraphs 2(a) and (b) of this ORDER. Thereafter, such ratio and its component parts shall be determined only after the Bank has made such additions to its Reserve so as to bring the Reserve into compliance with the prevailing requirements of the Instructions and charged off any losses identified subsequent to the Examination.
(c) Any increase in the Tier 1 leverage capital ratio made by the Bank in order to meet the requirements of paragraph 3(a) of this ORDER may be accomplished by:

(i) the sale of new offerings of common stock or noncumulative perpetual preferred stock;
(ii) the collection of all or part of the items classified "Loss" within the Examination without loss or liability to the Bank. Reductions to loans and leases classified "Loss" shall first be credited to the Bank's Reserve and, if the Board of Directors' review of the adequacy of the Reserve required by paragraph 2 of this ORDER indicates that such Reserve has a balance in excess may be transferred to equity capital through a negative provision to the Reserve;
(iii) the collection in cash of assets previously charged off;
(iv) any combination of the above means; or
(v) any other means acceptable to the Regional Director and the Commissioner.

(d) If, after having achieved the six (6.0) percent Tier 1 leverage capital ratio spec-
{{11-30-91 p.C-1412}}ified in paragraph 3(a)(i), such ratio declines below six (6.0) percent, the Bank, within sixty (60) days after the date on which said ratio so declined, shall submit a written plan to the Regional Director and the Commissioner for increasing such ratio up to or in excess of six (6.0) percent within sixty (60) days after the written plan is implemented. Thereafter, the Bank shall continue to maintain its Tier 1 leverage capital ratio at or in excess of such level as calculated herein while this ORDER is in effect. Upon approval by the Regional Director and the Commissioner, the Bank shall immediately implement the written plan.
(e) In addition to the requirements of paragraph 3(a)-(d), the Bank shall comply with the FDIC's Statement of Policy on Risk-Based Capital found in Appendix A to Part 325 of the FDIC Rules and Regulations, 12 C.F.R. Part 325. App. A.
(f) If all or part of any increase in capital made by the Bank in order to meet the requirements of this paragraph 3 involves an offering, other than an offering deemed not to be a public securities offering pursuant to 17. C.F.R. section 230.506 or as hereafter amended, of the Bank's securities, the Bank shall prepare detailed offering materials fully describing the securities being offered, including an accurate description of the financial condition of the Bank and of this ORDER as well as the circumstances giving rise to the offering, and any other material disclosures necessary to comply with Federal securities laws. Prior to the sale of the securities, and, in any event not less than twenty (20) days prior to the dissemination of such materials, the materials used in the sale of the securities shall be submitted to the FDIC, Registration and Disclosure Section, Washington, D.C. 20429, for review. Any changes requested to be made in the materials by the FDIC shall be made prior to their dissemination.
(g) In complying with the provisions of paragraph 3(f) of this ORDER, the Bank shall provide to any subscriber and/or purchaser of Bank stock, written notice of any planned or existing development or other change which is materially different from the information reflected in any offering materials used in connection with the sale of Bank securities and which development or other change occurs prior to such sale. The written notice required by this paragraph 3(g) shall be furnished within ten (10) calendar days from the date such material development or change was planned or occurred, whichever is earlier, to every purchaser and/or subscriber of Bank stock who received or was tendered the information contained in the Bank's original offering materials.
(h) The Bank's Board of Directors shall maintain in its minutes a written record of all actions taken by the Bank to comply with the capital requirements of paragraph 3(a) through 3(g) of this ORDER, including, at a minimum, any action to increase its Tier 1 capital by each of the methods specified in paragraphs 3(c)(i) through 3(c)(v) of this ORDER.

[.6] 4. (a) Within sixty (60) days from the effective date of this ORDER, the Board of Directors shall cause to be developed under its supervision a written plan of action to lessen the Bank's risk position with respect to each parcel of other real estate with book value in excess of $500,000 or borrower who or which had outstanding principal debt owing to the Bank in excess of $500,000 which was classified "Substandard" or "Doubtful," in whole or in part, as of October 9, 1990. In developing such plan, the Bank shall, at a minimum:

(i) review the financial position of each such borrower, including source of repayment, repayment ability, and alternative repayment sources; and
(ii) evaluate the available collateral for each such credit, including possible actions to improve the Bank's collateral position.

Based upon such review and evaluation, the written plan of action shall: (A) establish target dollar levels to which the Bank shall reduce the aggregate dollar volume of "Substandard" or "Doubtful" classifications within six (6) and twelve (12) months from the effective date of this ORDER; and (B) provide for the submission of written monthly progress reports to the Bank's Board of Directors for review and notation in the Board minutes. Exhibit A provides the form for the progress report. As used in this paragraph 4, "reduce" means to (1) collect, (2) charge off, or (3) improve the quality of such assets so as to warrant removal of any adverse classification by the FDIC and the Commis-
{{11-30-91 p.C-1413}}sioner. Payment of loans with the proceeds of other loans made by the Bank, other than loans to qualified third party borrowers, will not constitute "reduction" or "collection" for purposes of this ORDER.
(b) The written plan of action described by paragraph 4(a) shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written plan of action, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/ or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall follow the written plan of action and/or any subsequent modification thereto.

[.7] 5. Within ninety (90) days from the effective date of this ORDER, the Bank shall correct the remediable cited deficiencies in the loans listed for "Special Mention" on pages 2-c through 2-c-8 of the Examination. Thereafter, the Bank shall service these loans in accordance with its written loan policy.

[.8] 6. The Bank shall not extend or renew directly, or with knowledge indirectly, credit to, or for the benefit of, any borrower who has a loan or other extension of credit with the Bank that has been charged off or classified, in whole or in part, "Loss," "Doubtful," or "Substandard," and is uncollected, unless (a) the Bank is obligated to make the advance by a binding, enforceable contract that is in effect as of the date this ORDER is signed by the Regional Director, or (b) a majority of the Bank's Board of Directors first (1) determines that such advance is in the best interest of the Bank, (2) determines that the Bank has satisfied the requirements set out in paragraph 4 of this ORDER as to such borrower, and (3) approves such advance or a plan with which such advance is consistent. A written record of the Board of Directors' determination and approval of any advance under the terms of this paragraph 6 shall be maintained in the credit file of the affected borrower(s) as well as the minutes of the Board of Directors.

[.9] 7. Within ninety (90) days from the effective date of this ORDER, the bank shall submit a written plan to the Regional Director and the Commissioner which shall identify the means and timing for reducing each concentration of credit scheduled on pages 2-b through 2-b-2 of the Examination to a level not to exceed twenty-five (25) percent of the Bank's total equity capital and reserves.

[.10] 8. The Bank shall not accrue interest on any loan that is, or becomes, ninety (90) days or more delinquent as to principal or interest, unless the loan is both well secured and in the process of collection. For purposes of this paragraph 8, "well secured" and "in the process of collection" shall have the same meaning as those terms have in the prevailing Instructions for the Reports of Condition and Income. The Bank shall reverse on its books all previously accrued but uncollected interest on any loan that has ceased to accrue interest pursuant to this provision.

[.11] 9. (a) Within ninety (90) days from the effective date of this ORDER, the Bank shall revise its written loan policy, which revision shall include, at a minimum:

(i) the maintenance and review of complete and current credit files on each borrower;
(ii) the requirements for improved real estate loan presentations to the loan committee and Board of Directors. Such presentations shall include details regarding the borrower's cash investment in the property, a more detailed description denoting the exact purpose for proceeds of the loan, itemization of any exceptions to the loan policy, an analysis of the appraisal and/or feasibility study, contractor information, and both positive and negative aspects of the proposed credit;
(iii) maintenance of written, individual loan file comments by officers;{{11-30-91 p.C-1414}}
(iv) provisions addressing the capitalization of accrued and unpaid interest on loans;
(v) procedures regarding designations of nonaccrual loans which conform the Call Report instructions;
(vi) strengthened procedures for identifying, supervising, and collecting problem loans;

(b) The revised written loan policy shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the revised written loan policy, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the revised written loan policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall follow the revised written loan policy and/or any subsequent modification thereto.

[.12] 10. (a) Within ninety (90) days from the effective date of this ORDER, the Bank shall develop a written profit plan consisting of goals and strategies for improving the earnings of the Bank, which written profit plan may be a part of the Capital Plan referred to in paragraph 3(a) above. The written profit plan shall include, at a minimum:

(i) identification of the major areas in, and means by, which the Board of Directors will seek to improve the Bank's operating performance;
(ii) realistic and comprehensive budgets;
(iii) a budget review process to monitor the income and expenses of the Bank to compare actual figures with budgetary projections; and
(iv) a description of the operating assumptions that form the basis for, and adequately support, major projected income and expense components.

(b) The written profit plan shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written profit plan, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written profit plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees shall follow the written profit plan and/or any subsequent modification thereto.

[.13] 11. (a) Within ninety (90) days from the effective date of this ORDER, the Bank shall develop a written funds management policy which shall include, at a minimum:

(i) the Bank's liquidity needs and plans for insuring that such needs are met on an ongoing basis;
(ii) the means and timing by which the Bank shall achieve and maintain a "Liquidity Ratio" of at least (15.0) percent. The method for computing and measuring the "Liquidity Ratio" is contained in the schedule "Liquidity Ratio and Dependency Ratio", page 5-a of the FDIC's Report of Examination dated October 9, 1990;
(iii) goals and strategies for managing and reducing the Bank's dependence on volatile liabilities to fund long-term assets; and
(iv) the means and timing by which the Bank shall achieve and maintain a ratio that restricts reliance upon volatile liabilities to fund long term earning assets to less than ten (10.0) percent ("De-
{{11-30-91 p.C-1415}}pendency Ratio"). The method for computing the "Dependency Ratio" is contained in the schedule "Liquidity Ratio and Dependency ratio", page 5-a of the FDIC's Report of Examination dated October 9, 1990; and
(v) monthly monitoring by the Board of Directors of the bank's performance in meeting the needs and goals established pursuant to paragraph 9(a)(i) and (ii) of this ORDER.

(b) The written funds management policy shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written funds management policy, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written funds management policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall follow the written funds management policy and/or any subsequent modification thereto.

[.14] 12. The Bank shall not pay or declare any dividends without the prior written consent of the Regional Director and the Commissioner.

[.15] 13. Within sixty (60) days from the effective date of this ORDER, the Bank shall correct the internal routine and controls deficiencies noted on page 6-a of the FDIC's Report of examination of the Bank as of October 9, 1990.

[.16] 14. Following the effective date of this ORDER, the Bank shall send to its shareholders a description of this ORDER, (1) in conjunction with the Bank's next shareholder communication, and also (2) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, statement, or notice shall be sent to the FDIC, Registration and Disclosure Section, Washington, D.C. 20429, for review at least twenty (20) days prior to dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to dissemination of the description, communication, notice, or statement.

[.17] 15. Within ninety (90) days from the effective date of this ORDER, the Bank shall eliminate and/or correct all remediable violations of law and regulations as described on pages 6-1 of the Examination.

[.18] 16. (a) Within sixty (60) days from the effective date of this ORDER, the bank shall develop a Code of Ethics ("Code") for all personnel, agents, attorneys and Board members of the Bank. The Code shall establish conditions for the proper business conduct of those associated with the bank in either their official capacities or otherwise. Specific guidelines relative to possible conflict of interest situations and prohibitions against self-dealing should be included in the Code.
(b) The Code shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the Code, taking into consideration any regulatory comments, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the code may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees shall follow the written Code and/or any subsequent modification thereto.

[.19] 17. Within thirty (30) days from the{{11-30-91 p.C-1416}}end of the current calendar quarter, and, thereafter, within thirty (30) days from the end of each calendar quarter, the Bank shall furnish written progress reports to the Regional Director and the Commissioner detailing the form and manner of any action taken to secure compliance with this ORDER and the results thereof. These progress reports shall include copies of the most recent monthly criticized asset reports described in paragraph 4(a) and Exhibit A of this ORDER. In addition, the Bank shall furnish such reports on request of either the Regional Director or the Commissioner. All progress reports and other written responses to this ORDER shall be reviewed by the Board of Directors of the Bank and made a part of the minutes of the Board meeting.
This ORDER shall become effective ten (10) days from the date of its issuance.
The provisions of this ORDER shall be binding upon the Bank and its institution-affiliated parties, to the extent such parties may be subject to this ORDER pursuant to the Act.
This ORDER has been reviewed and concurred in by the Commissioner of Banks.
The provisions of this ORDER shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this ORDER shall have been modified, terminated, suspended, or set aside by the FDIC.
Dated at Needham, Massachusetts this 10th day of September, 1991.
Pursuant to delegated authority.